Application of CISG in Kuwait

The CISG-AC started as a private initiative supported by the Institute of International Commercial Law at Pace University School of Law and the Centre for Commercial Law Studies, Queen Mary, University of London. The International Sales Convention Advisory Council (CISGAC) is in place to support understanding of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the promotion and assistance in the uniform interpretation of the CISG. This is the CISG Advisory Council's Opinion No. 17 on Limitation and Exclusion Clauses in CISG Contracts.

Drones have become an integral part of the aviation industry, encompassing a wide range of sizes and functions. This paper examines the interpretation and application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) to the sale of drones. While drones are not explicitly excluded from the CISG, their absence from its provisions can be attributed to the CISG's formation predating their widespread commercialization. The absence of specific provisions addressing drone sales within the CISG has led to diverse interpretations. However, considering the CISG's objective of establishing a uniform legal framework and promoting good faith in international trade, extending its application to the sale of drones is conceivable. As an internationally recognized legal instrument for the sale of goods, the CISG provides a convenient framework for parties involved in drone transactions. However, the CISG must also consider the intricacy and risks associated with certain goods, which may conflict with other legal regulations or introduce complexities in their legal treatment. Drones exhibit diverse types, functionalities, and operational contexts, and their regulation varies significantly across different countries due to airspace and national sovereignty considerations.

Under Article 8(3) of the United Nations Convention on Contracts for the International Sale of Goods (CISG), parties’ statements, prior negotiations and other external circumstances may be used to assess the presence of subjective or objective intent that can, in turn, be used to interpret contractual terms in international sales contracts governed by the CISG. However, parties to the contract can, through the adoption of an ‘entire agreement’ or ‘merger’ clause, opt out of this rule under Article 8(3) and restrict these interpretative tools in any manner as they see fit, depending on the requirements of their contract. Since the CISG does not explicitly address merger clauses and their effects, the CISG Advisory Council, in its Opinion no. 3, has provided a test to determine how the scope of a merger clause is to be determined. However, this test presents certain conceptual and practical limitations that render it inadequate for use in international commercial contracts. This article aims to analyse this test and the methods that have been used to interpret merger clauses under other uniform legal instruments and cases in common law jurisdictions. On this basis, the article proposes a test that attempts to fully capture the conceptual intent behind including merger clauses while ensuring that the parties are in the driver’s seat while determining their scope and effect.

In the contracting States of the Convention on Contracts for the International Sale of Goods (CISG), where the CISG applies via its Article 1, the courts have a duty under public international law to apply its rules automatically, regardless of the parties’ awareness in this respect. At the same time, the parties have a subsequent autonomy based on Article 6 of the CISG to exclude the application of the Convention, which may be done expressly or by implication. Such an exclusion may take place at various stages of the parties’ legal relationship, including during legal proceedings. Due to the fact that the legal representatives are often not aware of the CISG’s existence and its potential automatic application to the given case, when a dispute arises, they may fail to plead or base their arguments on the basis of its applicable rules. This article focuses on the adjudicator’s duty to apply the CISG ex officio, together with the possibility and requirements regarding its exclusions made during legal proceedings, given the example of two recent Chinese cases. In this contribution, it is advocated that the failure by the parties’ representatives to plead and base their arguments during litigation over the applicable CISG rules is not a sufficient indication of their intention to exclude the Convention.

Purpose : In international sales contracts, even though the United Nations Convention on Contracts for the International Sale of Goods (CISG) is primarily applied, issues arise when the CISG lacks specific regulations or when its substantive content is insufficient. This study examines foreign case law related to such external and internal defects within the CISG framework.
 Research design, data, methodology : In the 2021 Supreme Court decision (case number 2021다269388), the court highlighted the lower courts' failure to consider international legal elements and instead applying domestic law to international sales contracts. In this study, we analyzed foreign case law concerning the issues of applying the CISG versus domestic law, as well as external and internal defects in the context of these laws.
 Results : Through this research, we were able to review case law from various countries regarding the preferential application of the CISG in international sales contracts. Additionally, in many cases involving external and internal defects, we observed the application of domestic law in accordance with principles of private international law, or the necessity to apply other international conventions.
 Conclusions : This research underscores the importance of a deep understanding and knowledge for the appropriate application and interpretation of the CISG in international transactions. It suggests the need for an international and comprehensive approach to legal issues related to international trade in the future, emphasizing the significance of understanding the application of international law both in education and in practice.

This article argues that the rule of contra proferentem is not applicable to international sales contracts governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG). It further argues that the common recognition of the rule of contra proferentem under the CISG is an instance of a broader phenomenon which it calls ‘internationality overreach’. ‘Internationality overreach’ is the tendency to project onto the provisions of a uniform private law instrument doctrines and concepts which are inaccurately presumed to constitute universally recognised principles of private law or the ‘common core’ of various legal systems. This article demonstrates that internationality overreach disrupts the goals underpinning the harmonisation of commercial law in two ways: first, it undermines uniformity in the application of international conventions; and, second, it leads to outcomes that fall short of the agreement reached by the Contracting States during the drafting process. While this article focuses on the CISG, the argument developed in this article is of equal relevance to other uniform private law conventions which follow the principle of autonomous interpretation.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) entered into force for Turkey on August 1, 2011. This article considers the significance of Turkey’s accession to the CISG as part of Turkey’s continuing engagement with systems of international trade, especially as relates to sales transactions with U.S. contracting parties. This article urges the Turkish bar to recognize that the CISG is a viable alternative to various potentially applicable bodies of domestic sales law, and the article offers some guidance regarding proper understanding and application of the CISG. This article also offers comparative analysis of some of the most important differences – and similarities – between the CISG and Article 2 of the Uniform Commercial Code, the primary domestic sales law in force in the United States, including analysis of the broad freedom of contract contained in each.

This chapter explores whether the issue of penalty clauses is within the mandate of the United Nations Convention on Contracts for the International Sale of Goods (CISG) or falls under the exception of article 4. Whether penalty clauses are governed by the CISG is still a controversial issue and hence unresolved. The issue is that in civil law, the court has discretion to either enforce a penalty clause or moderate it, when in common law, a penalty clause is unenforceable. The added difficulty of the CISG is the fact that it was constructed as a compromise between the civil and common law systems. As a result, differences between the two systems will, in some cases, present different solutions. As far as the CISG is concerned the main argument either for or against an inclusion of penalty clauses revolves around the interpretation of articles 4 and 74.

Good Faith Under the CISG and UAE Law

Globalization and digitalization of international sales creates needs to harmonize rules of international commercial contracts. The question is whether the harmonization should be done by binding rules or using soft law tools or through digitalization. In this article I argue on favor of harmonization through international contracts law rules' international interpretation. The international interpretation principles used in this article are found from on Art. 7(1) of the Convention on Contracts for the International Sale of Goods (CISG) which sets three interpretation rules: international character; promoting uniformity; and observance of good faith in international trade. These principles are not only principles of the CISG, but also principles commonly recognized in international commercial practice and also in domestic contract rules. I argue that by adopting an international interpretation umbrella - the meta-principle of international interpretation, cross-border contracts could be interpreted under the same principle no matter applicable substantial law. The meta-principle functions as an interpretation umbrella covering general principles and Articles of the CISG, general principles of international commercial contracts, Lex Mercatoria, and cross-border contract provision under national law. The outcomes points out that arbitral tribunals have interpreted general principles of the CISG and Lex Mercatoria in various ways. General principles and their application in case law is analyzed in connection with the Civil Code of the Russian Federation. Tribunals found that general principles of the CISG are applicable even if the CISG is not. It follows Art.' s 7(2) logic to promote international standard to cross-border contracts where the closes connection is international commercial practice rather than any national jurisdiction.

The judgment of the Supreme Court of the Republic of Latvia in Boom Conveyor provides an interpretation of Articles 38 and 39 of the United Nations Convention on Contracts for the International Sale of Goods (CISG). As there have not been many cases in Latvia in which the Supreme Court applies the CISG, this judgment offers a rather rare chance to analyse how Latvia’s Supreme Court interprets and applies the Convention. This article provides an analysis of the Court’s judgment and concludes that, unfortunately, the Court misinterpreted the CISG and missed a good chance to establish a sound practice in the interpretation of the CISG in Latvia.

<p class="cc">In order to discourage people from breaching a contract and also to compensate the injured party for any losses, the law provides several remedies for breach of contract. One of these remedies is price reduction. In this study, we aims to compare the rules of Iranian law for price reduction remedy with those provided by Convention on Contracts for the International Sale Of Goods (CISG), and English law. English law has set detailed rules for rewarding damages for breach of contract , while Iranian law has generally-defined rules. The legislator has not determined not only the types of damage, but also the criteria for assessment of the damage. The remedies provided for price reduction in the CISG for breach of contract has been adapted to requirements of international trade, while In Iranian law there is no clear rules for this purpose, except three rules including a) Giving property to the buyer instead of money, (b) Compensation for loss of legitimate business involved to the buyer, and (c) Compensation for delayed payment to the buyer.</p>

This paper, which appears as a chapter in the FESTSCHRIFT FUR ULRICH MAGNUS 193-207 (Peter Mankowski and Wolfgang Wurmnest, eds., Sellier European Law Publishers 2014), advances the thesis that some current approaches to interpretation and gap-filling in the United Nations Convention on Contracts for the International Sale of Goods (CISG), overemphasize the goal of uniformity and, ironically, thereby create a threat to the project to create uniform international commercial law. The chapter describes a prominent current approach that, in the name of the uniformity goal, unduly expands the reach of the Convention. It then re-examines the Convention's uniform-interpretation desideratum, and suggests that the 2009 Scafom decision by the Belgian Cassation Court illustrates the problems with the currently-prominent uniformity-at-all-costs approach; Finally, the chapter suggests an alternative approach to the Convention's uniformity consideration -- one that better reflects the treaty text, its drafting history, and the international consensus that made the Convention both possible and successful.

This chapter looks at the limitations on the right to claim damages under the United Nations Convention on Contracts for the International Sale of Goods (CISG). A breach of a contract within the CISG does not give unlimited access to damages. Thus, it must be stressed that principles limiting damages must be found within the four corners of the CISG and there should be no recourse to domestic principles. Three limiting factors need to be considered: the foreseeability rule contained in article 74; a duty to mitigate damages by the promisee pursuant to article 77; and the exemption from paying damages for those breaches that are due to an impediment beyond the control of the breaching party pursuant to article 79.

This chapter looks at the limitations on the right to claim damages under the United Nations Convention on Contracts for the International Sale of Goods (CISG). A breach of a contract within the CISG does not give unlimited access to damages. Thus, it must be stressed that principles limiting damages must be found within the four corners of the CISG and there should be no recourse to domestic principles. Three limiting factors need to be considered: the foreseeability rule contained in Article 74; a duty to mitigate damages by the promisee pursuant to Article 77; and the exemption from paying damages for those breaches that are due to an impediment beyond the control of the breaching party pursuant to Article 79.